0000899243-18-021074.txt : 20180801 0000899243-18-021074.hdr.sgml : 20180801 20180801205856 ACCESSION NUMBER: 0000899243-18-021074 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180801 FILED AS OF DATE: 20180801 DATE AS OF CHANGE: 20180801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 2339532 Ontario Ltd CENTRAL INDEX KEY: 0001748810 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38611 FILM NUMBER: 18986374 BUSINESS ADDRESS: STREET 1: 5650 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M2M 4H5 BUSINESS PHONE: 4167305300 MAIL ADDRESS: STREET 1: 5650 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M2M 4H5 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ONTARIO TEACHERS PENSION PLAN BOARD CENTRAL INDEX KEY: 0000937567 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38611 FILM NUMBER: 18986375 BUSINESS ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: TORONTO STATE: A6 ZIP: M2M 4H5 BUSINESS PHONE: 4167305300 MAIL ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: TORONTO STATE: A6 ZIP: M2M 4H5 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cushman & Wakefield plc CENTRAL INDEX KEY: 0001628369 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 981193584 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 125 OLD BROAD STREET CITY: LONDON STATE: X0 ZIP: EC2N 1AR BUSINESS PHONE: 44 20 3296 3000 MAIL ADDRESS: STREET 1: 125 OLD BROAD STREET CITY: LONDON STATE: X0 ZIP: EC2N 1AR FORMER COMPANY: FORMER CONFORMED NAME: Cushman & Wakefield Ltd DATE OF NAME CHANGE: 20180726 FORMER COMPANY: FORMER CONFORMED NAME: Cushman & Wakefield Ltd. DATE OF NAME CHANGE: 20180726 FORMER COMPANY: FORMER CONFORMED NAME: Cushman & Wakefield plc DATE OF NAME CHANGE: 20180719 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-08-01 0 0001628369 Cushman & Wakefield plc CWK 0000937567 ONTARIO TEACHERS PENSION PLAN BOARD 5650 YONGE STREET TORONTO A6 M2M 4H5 ONTARIO, CANADA 0 0 1 0 0001748810 2339532 Ontario Ltd 5650 YONGE STREET TORONTO A6 M2M 4H5 ONTARIO, CANADA 0 0 1 0 Ordinary Shares 17982305 I See Explanation of Responses Redeemable Preference Shares 6520 I See Explanation of Responses 2339532 Ontario Limited ("2339532") holds 13.04% partnership interests in (i) DTZ Investment Holdings LP ("Holdings LP") and (ii) DTZ Investment Holdings GenPar LLP ("DTZ GenPar"), the general partner of Holdings LP. 2339532 is a wholly-owned subsidiary of Ontario Teachers' Pension Plan Board (together, the "OTPP Entities"). A nominee of Holdings LP is the direct holder of depositary receipts representing 137,901,106 ordinary shares, $0.10 nominal value per share (the "Ordinary Shares"), of Cushman & Wakefield plc (the "Issuer"). DTZ GenPar (acting in its capacity as general partner of Holdings LP) holds 1 Ordinary Share. The nominee of Holdings LP holds the depositary receipts representing Ordinary Shares and DTZ GenPar holds the Ordinary Share for the benefit of the limited partners of Holdings LP. DTZ GenPar (acting in its capacity as general partner of Holdings LP) is the direct holder 50,000 redeemable preference shares, GBP 1.00 nominal value per share (the "Preference Shares") of the Issuer. DTZ GenPar holds the Preference Shares for the benefit of the limited partners of Holdings LP. Because of the relationship between the OTPP Entities, Holdings LP and DTZ GenPar, the OTPP Entities may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Ordinary Shares beneficially owned in the aggregate by Holdings LP and DTZ GenPar. Each OTPP Entity disclaims beneficial ownership of the Ordinary Shares and Preference Shares beneficially owned in the aggregate by Holdings LP, DTZ GenPar or any future distributees, except to the extent of such OTPP Entity's pecuniary interest therein, if any. The President and Chief Executive Officer of OTPP has delegated to each of Mr. Andrew Taylor and Mr. Rajeev Ruparelia the authority to implement disposition decisions with respect to shares held by 2339532 Ontario Limited; however, approval of such decisions is made by senior personnel within the private capital group of OTPP in accordance with internal portfolio guidelines. Voting decisions are made by personnel within the public equities group of OTPP in accordance with internal proxy voting guidelines. Each of Messrs. Taylor and Ruparelia expressly disclaims beneficial ownership of such shares. Pursuant to Rule 16a-1(a)(4) under Exchange Act, this filing shall not be deemed an admission that the OTPP Entities are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (7) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. /s/ Rossana Di Lieto, Chief Compliance Officer, on behalf of Ontario Teachers' Pension Plan Board 2018-08-01 /s/ Raju Ruparelia, Director, on behalf of 2339532 Ontario Limited 2018-08-01